Class C Merger Consideration definition

Class C Merger Consideration means the amount equal to the product of (i) the total number of shares of Class C Common Stock issued and outstanding immediately prior to the Effective Time (other than Class C Common Stock held by the Company as treasury stock or held by the Merger Sub), multiplied by (ii) the Class C Liquidation Value.
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Class C Merger Consideration means a number of shares of Acquiror Class C Common Stock equal to the quotient obtained by dividing (i) 90% (subject to adjustment to comply with the listing requirements set forth under Nasdaq Listing Rule 5505(b)(2) with respect to Acquiror) of the Base Purchase Price, by (ii) $10.00.
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Class C Merger Consideration means the sum of all amounts payable to holders of Class C Interests under Section 3.02 and Section 3.03 hereof.
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Examples of Class C Merger Consideration in a sentence

  • There are no declared and unpaid dividends in respect of any Equity Securities of the Company (other than any accrued but unpaid dividends in respect of the Company's Class C Common Stock pursuant to the Company's certificate of incorporation included in the Class C Merger Consideration).


More Definitions of Class C Merger Consideration

Class C Merger Consideration means the aggregate amount of accrued Special Dividends (as defined in the certificate of incorporation) to the extent unpaid as of the Adjustment Time.
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Class C Merger Consideration has the meaning set forth in Section 2.1(c) hereof.
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Class C Merger Consideration shall equal 10 shares of Recapitalized Common Stock and a number of shares of the Company's newly authorized Class A Preferred Stock, par value $.01 per share, equal to the result of (i) the product of (x) the Cash Merger Consideration and (y) 0.6 divided by (ii) 1,000 and with the terms and conditions identical to the preferred stock issued immediately prior to the Effective Time by MergerCo to the Fund (it being understood that the securities constituting the Class C Merger Consideration will be issued at the same price and in the same proportion or "strip" as the comparable securities are issued to the Fund)."
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Class C Merger Consideration means cash in an aggregate amount equal to the lesser of:
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Related to Class C Merger Consideration

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Cash Merger Consideration has the meaning set forth in Section 2.2(a).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Base Merger Consideration has the meaning set forth in Section 3.1(a).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.